Exhibit 3.2


                              USX CORPORATION

         (Originally incorporated under the name USX HoldCo, Inc.)


                                  BY-LAWS


                                MAY 30, 2001



                                  BY-LAWS
                                     of
                              USX CORPORATION
         (Originally incorporated under the name USX HoldCo, Inc.)
                                May 30, 2001



                                 ARTICLE I.

                               Stockholders.

         Section 1. Time and Place of Meetings of Stockholders. Unless the
time and place of the annual meeting of stockholders for the purpose of
electing directors and transacting such other business as may be brought
before the meeting are changed by the Board of Directors, as may be done
from time to time, provided that all legal requirements for such change and
notice to stockholders are observed, such annual meeting of stockholders of
the Corporation shall be held at 1013 Centre Road, City of Wilmington,
County of New Castle, and State of Delaware at 2 o'clock, p.m., on the last
Tuesday in April in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding Tuesday which is not a legal holiday.

         Special meetings of the stockholders may be called by the Board of
Directors to be held at such time and place and for such purpose or
purposes as are specified in such call.

         Neither the annual meeting nor any special meeting of stockholders
need be held within the State of Delaware.

         Any action required to be taken at any annual or special meeting
of the stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of the stockholders or otherwise, may not be
taken without a meeting, prior notice and a vote, and stockholders may not
act by written consent.

         Section 2. Notice of Meetings of Stockholders. It shall be the
duty of the Secretary to cause notice of each annual or special meeting to
be mailed to all stockholders of record as of the record date as fixed by
the Board of Directors for the determination of stockholders entitled to
vote at such meeting. Such notice shall indicate briefly the action to be
taken at such meeting and shall be mailed to the stockholders at the
addresses of such stockholders as shown on the books of the Corporation at
least 10 days but not more than 60 days preceding the meeting.

         Section 3. Nomination of Directors. Only persons who are nominated
in accordance with the following procedures shall be eligible for election
as directors. Nomination for election to the Board of Directors of the
Corporation at a meeting of stockholders may be made by the Board of
Directors or by any stockholder of record of the Corporation entitled to
vote generally for the election of directors at such meeting who complies
with the notice procedures set forth in this Section 3. Such nominations,
other than those made by or on behalf of the Board of Directors, shall be
made by notice in writing delivered or mailed by first-class United States
mail, postage prepaid, to the Secretary, and received not less than 45 days
nor more than 75 days prior to the first anniversary of the date on which
the Corporation first mailed its proxy materials for the preceding year's
annual meeting of stockholders; provided, however, that if the date of the
annual meeting is advanced more than 30 days prior to or delayed by more
than 30 days after the anniversary of the preceding year's annual meeting,
notice by the stockholder to be timely must be so delivered not later than
the close of business on the later of (i) the 90th day prior to such annual
meeting or (ii) the 10th day following the day on which public announcement
of the date of such meeting is first made. Such notice shall set forth (a)
as to each proposed nominee (i) the name, age, business address and, if
known, residence address of each such nominee, (ii) the principal
occupation or employment of each such nominee, (iii) the number of shares
of each class of the capital stock of the Corporation which are
beneficially owned by each such nominee, and (iv) any other information
concerning the nominee that must be disclosed as to nominees in proxy
solicitations pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (including such person's written consent to be named as
a nominee and to serve as a director if elected); and (b) as to the
stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of such stockholder and (ii) the number of shares
of each class of the capital stock of the Corporation which are
beneficially owned by such stockholder. The Corporation may require any
proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation.

         The chairman of the meeting may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance
with the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.

         Section 4. Notice of Business at Annual Meetings. At an annual
meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the
Board of Directors, (b) otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder of record. For business to be
properly brought before an annual meeting by a stockholder, if such
business relates to the election of directors of the Corporation, the
procedures in Article I, Section 3 must be complied with. If such business
relates to any other matter, the stockholder must have given timely notice
thereof in writing to the Secretary. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal executive
offices of the Corporation not less than 45 days nor more than 75 days
prior to the first anniversary of the date on which the Corporation first
mailed its proxy materials for the preceding year's annual meeting of
stockholders; provided, however, that if the date of the annual meeting is
advanced more than 30 days prior to or delayed by more than 30 days after
the anniversary of the preceding year's annual meeting, notice by the
stockholder to be timely must be so delivered not later than the close of
business on the later of (i) the 90th day prior to such annual meeting or
(ii) the 10th day following the day on which public announcement of the
date of such meeting is first made. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before
the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholder proposing such business, (c)
the number of shares of each class of the capital stock of the Corporation
which are beneficially owned by the stockholder, and (d) any material
interest of the stockholder in such business. Notwithstanding anything in
the By-Laws to the contrary, no business shall be conducted at any annual
meeting except in accordance with the procedures set forth in this Section
4 and in Section 3 of this Article I and except that any stockholder
proposal which complies with Rule 14a-8 of the proxy rules (or any
successor provision) promulgated under the Securities Exchange Act of 1934,
as amended, and is to be included in the Corporation's proxy statement for
an annual meeting of stockholders shall be deemed to comply with the
requirements of this Section 4.

         The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before
the meeting in accordance with the provisions of this Section 4, and if he
should so determine, the chairman shall so declare to the meeting that any
such business not properly brought before the meeting shall not be
transacted.

         Section 5. Quorum. At each meeting of the stockholders the holders
of one-third of the voting power of the outstanding shares of stock
entitled to vote generally at the meeting, present in person or represented
by proxy, shall constitute a quorum, unless the representation of a larger
number shall be required by law, and, in that case, the representation of
the number so required shall constitute a quorum.

         Except as otherwise required by law, a majority of the
voting power of the shares of stock entitled to vote generally at a meeting
and present in person or by proxy, whether or not constituting a quorum,
may adjourn, from time to time, without notice other than by announcement
at the meeting. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at
the meeting as originally notified.

         Section 6. Organization. The Chairman of the Board, or in his
absence the Vice Chairman of the Board designated by the Chairman of the
Board, or the President in the order named, shall call meetings of the
stockholders to order, and shall act as chairman of such meeting; provided,
however, that the Board of Directors may appoint any person to act as
chairman of any meeting in the absence of the Chairman of the Board.

         The Secretary of the Corporation shall act as secretary at all
meetings of the stockholders; but in the absence of the Secretary at any
meeting of the stockholders the presiding officer may appoint any person to
act as secretary of the meeting.

         Section 7. Voting. At each meeting of the stockholders, every
stockholder shall be entitled to vote in person, or by proxy appointed by
instrument in writing, subscribed by such stockholder or by his duly
authorized attorney, or, to the extent permitted by law, appointed by an
electronic transmission, and delivered to the inspectors at the meeting;
and he shall have the number of votes for each share of capital stock
standing registered in his name at the date fixed by the Board of Directors
pursuant to Section 4 of Article IV of these By-Laws as may be determined
in accordance with the Corporation's Certificate of Incorporation, or as
may be provided by law. The votes for directors, and, upon demand of any
stockholder, or where required by law, the votes upon any question before
the meeting, shall be by ballot.

         At least ten days before each meeting of the stockholders, a full,
true and complete list, in alphabetical order, of all of the stockholders
entitled to vote at such meeting, showing the address of each stockholder,
and indicating the class and number of shares held by each, shall be
furnished and held open for inspection in such manner, as is required by
law. Only the persons in whose names shares of stock stand on the books of
the Corporation at the date fixed by the Board of Directors pursuant to
Section 4 of Article IV of these By-Laws, as evidenced in the manner
provided by law, shall be entitled to vote in person or by proxy on the
shares so standing in their names.

         Prior to any meeting, but subsequent to the date fixed by the
Board of Directors pursuant to Section 4 of Article IV of these By-Laws,
any proxy may submit his powers of attorney to the Secretary, or to the
Treasurer, for examination. The certificate of the Secretary, or of the
Treasurer, as to the regularity of such powers of attorney, and as to the
class and number of shares held by the persons who severally and
respectively executed such powers of attorney, shall be received as prima
facie evidence of the class and number of shares represented by the holder
of such powers of attorney for the purpose of establishing the presence of
a quorum at such meeting and of organizing the same, and for all other
purposes.

         Section 8. Inspectors. At each meeting of the stockholders, the
polls shall be opened and closed, the proxies and ballots shall be received
and be taken in charge, and all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection of
votes, shall be decided by one or more inspectors. Such inspector or
inspectors shall be appointed by the Board of Directors before the meeting.
If for any reason any of the inspectors previously appointed shall fail to
attend or refuse or be unable to serve, inspectors in place of any so
failing to attend or refusing or unable to serve, shall be appointed in
like manner.


                                ARTICLE II.

                            Board of Directors.

         Section 1. Number, Classes and Terms of Office. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors.

         The number of directors shall be fixed from time to time by
resolution of the Board of Directors, but the number thereof shall not be
less than three.

         The directors of the Corporation shall be divided into three
classes: Class I, Class II and Class III. Each class shall consist, as
nearly as may be possible, of one-third of the whole number of the Board of
Directors. In the election of directors at the 1984 annual meeting of the
stockholders, the Class I directors shall be elected to hold office for a
term to expire at the first annual meeting of the stockholders thereafter;
the Class II directors shall be elected to hold office for a term to expire
at the second annual meeting of the stockholders thereafter; and the Class
III directors shall be elected to hold office for a term to expire at the
third annual meeting of the stockholders thereafter, and in the case of
each class, until their respective successors are duly elected and
qualified. At each annual election held after the 1984 annual meeting of
the stockholders, the directors elected to succeed those whose terms expire
shall be identified as being of the same class as the directors they
succeed and shall be elected to hold office for a term to expire at the
third annual meeting of the stockholders after their election, and until
their respective successors are duly elected and qualified. If the number
of directors is changed, any increase or decrease in directors shall be
apportioned among the classes so as to maintain all classes as equal in
number as possible, and any additional director elected to any class shall
hold office for a term which shall coincide with the terms of the other
directors in such class and until his successor is duly elected and
qualified.

         In the case of any increase in the number of directors of the
Corporation, the additional director or directors shall be elected only by
the Board of Directors.

         Section 2. Vacancies. Except as otherwise provided by law, in the
case of any vacancy in the Board of Directors through death, resignation,
disqualification or other cause, a successor to hold office for the
unexpired portion of the term of the director whose place shall be vacant,
and until the election of his successor, shall be elected only by a
majority of the Board of Directors then in office, though less than a
quorum.

         Section 3. Removal. Directors of the Corporation may be removed
only for cause.

         Section 4. Place of Meetings, etc. The Board of Directors may hold
its meetings, and may have an office and keep the books of the Corporation
(except as otherwise may be provided for by law) in such place or places in
the State of Delaware or outside of the State of Delaware, as the Board
from time to time may determine.

         Section 5. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such times as may be fixed by resolution of the
Board of Directors. The Secretary shall give notice, as provided for
special meetings, for each regular meeting.

         Section 6. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by direction of the Chairman or a
Vice Chairman of the Board, or the President, or a majority of the
directors then in office.

         The Secretary shall give notice of each special meeting by mailing
the same at least two days before the meeting, or by telegraphing or
telexing or by facsimile transmission of the same at least one day before
the meeting, to each director; but such notice may be waived by any
director. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting. At any meeting at which
every director shall be present, even though without any notice, any
business may be transacted.

         Section 7. Quorum. A majority of the total number of directors
shall constitute a quorum for the transaction of business; but if at any
meeting of the Board there be less than a quorum present, a majority of
those present may adjourn the meeting from time to time.

         At any meeting of the Board of Directors all matters shall be
decided by the affirmative vote of a majority of directors then present,
provided, that the affirmative vote of at least one-third of all the
directors then in office shall be necessary for the passage of any
resolution.

         Section 8. Order of Business. At meetings of the Board of
Directors business shall be transacted in such order as, from time to time,
the Board may determine by resolution.

         At all meetings of the Board of Directors, the Chairman of the
Board, or in his absence the Vice Chairman of the Board designated by the
Chairman of the Board, or the President, in the order named, shall preside.

         Section 9. Compensation of Directors. Each director of the
Corporation who is not a salaried officer or employee of the Corporation,
or of a subsidiary of the Corporation, shall receive such allowances for
serving as a director and such fees for attendance at meetings of the Board
of Directors or any committee appointed by the Board as the Board may from
time to time determine.

         Section 10. Election of Officers. At the first regular meeting of
the Board of Directors in each year (at which a quorum shall be present)
held next after the annual meeting, the Board of Directors shall proceed to
the election of the principal officers of the Corporation to be elected by
the Board of Directors under the provisions of Article III of these
By-Laws.


                                ARTICLE III.

                                 Officers.

         Section 1. Officers. The principal officers of the Corporation
shall be a Chairman of the Board of Directors, one or more Vice Chairmen of
the Board of Directors, a President, one or more Executive Directors, one
or more Executive Vice Presidents, one or more Group Presidents, a Senior
Vice President-Finance, a General Counsel, a Treasurer, a Secretary and a
Comptroller, none of whom need be directors. All such principal officers
shall be elected by the Board of Directors. Each principal officer who
shall be a member of the Board of Directors shall be considered an
Officer-Director.

         The Board of Directors or any committee or officer designated by
it may appoint such other officers as it or he shall deem necessary, who
shall have such authority and shall perform such duties as from time to
time may be assigned to them by or with the authority of the Board of
Directors.

         One person may hold two or more offices.

         In its discretion, the Board of Directors may leave unfilled any
office.

         All officers, agents and employees shall be subject to removal at
any time by the Board of Directors. All officers, agents and employees,
other than officers elected by the Board of Directors, shall hold office at
the discretion of the committee or of the officer appointing them.

         Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation, unless
the contrary is expressly consented to by the Board of Directors.

         Section 2. Powers and Duties of the Chairman of the Board. The
Chairman of the Board of Directors shall be the chief executive officer of
the Corporation and, subject to the Board of Directors, shall be in general
charge of the affairs of the Corporation. He shall preside at all meetings
of the stockholders and of the Board of Directors.

         Section 3. Powers and Duties of the Vice Chairmen of the Board,
the President and the Executive Directors. Subject to the Chairman of the
Board of Directors and the Board itself, the Vice Chairmen of the Board,
the President and the Executive Directors shall have such duties as may be
assigned to them by the Chairman of the Board of Directors or the Board
itself.

         Section 4. Executive Vice Presidents, Group Presidents and Senior
Vice President-Finance. Each Executive Vice President, each Group President
and the Senior Vice President-Finance shall have such authority, and shall
perform such duties, as may be assigned to him.

         Section 5. The General Counsel. The General Counsel shall be the
chief consulting officer of the Corporation in all legal matters, and,
subject to the Chairman of the Board of Directors and the Board itself,
shall have general control of all matters of legal import concerning the
Corporation.

         Section 6. Powers and Duties of Treasurer. Subject to the officer
designated by the Board of Directors, the Treasurer shall have custody of
all the funds and securities of the Corporation which may have come into
his hands; when necessary or proper he shall endorse, or cause to be
endorsed, on behalf of the Corporation, for collection, checks, notes and
other obligations, and shall cause the deposit of same to the credit of the
Corporation in such bank or banks or depositary as the Board of Directors
may designate or as the Board of Directors by resolution may authorize; he
shall sign all receipts and vouchers for payments made to the Corporation
other than routine receipts and vouchers, the signing of which he may
delegate; he shall sign all checks made by the Corporation; provided,
however, that the Board of Directors may authorize and prescribe by
resolution the manner in which checks drawn on banks or depositaries shall
be signed, including the use of facsimile signatures, and the manner in
which officers, agents or employees shall be authorized to sign; he may
sign with the President or a vice president all certificates of shares in
the capital stock; whenever required by the Board of Directors, he shall
render a statement of his cash account; he shall enter regularly, in books
of the Corporation to be kept by him for the purpose, full and accurate
account of all moneys received and paid by him on account of the
Corporation; he shall, at all reasonable times, exhibit his books and
accounts to any director of the Corporation upon application at his office
during business hours; and he shall perform all acts incident to the
position of treasurer.

         He shall give a bond for the faithful discharge of his duties in
such sum as the Board of Directors may require.

         Section 7. Powers and Duties of Secretary. The Secretary shall
keep the minutes of all meetings of the Board of Directors, and the minutes
of all meetings of the stockholders, and also (unless otherwise directed by
the Board of Directors) the minutes of all committees, in books provided for
that purpose; he shall attend to the giving and serving of all notices of
the Corporation; he may sign with an Officer-Director or any other duly
authorized person, in the name of the Corporation, all contracts authorized
by the Board of Directors, and affix the seal of the Corporation thereto;
he shall have charge of the certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors may
direct, all of which shall, at all reasonable times, be open to the
examination of any director, upon application at the Secretary's office
during business hours; and he shall in general perform all the duties
incident to the office of secretary, subject to the control of the Chairman
of the Board of Directors and the Board itself.

         Section 8. Comptroller. Subject to the officer designated by the
Board of Directors, the Comptroller shall be in charge of the accounts of
the Corporation, and shall perform such duties as from time to time may be
assigned to him.

         Section 9. Voting upon Stocks. Unless otherwise ordered by the
Board of Directors, any Officer-Director or any person or persons appointed
in writing by any of them, shall have full power and authority on behalf of
the Corporation to attend and to act and to vote at any meetings of
stockholders of any corporation in which the Corporation may hold stock,
and at any such meeting shall possess and may exercise any and all rights
and powers incident to the ownership of such stock, and which, as the owner
thereof, the Corporation might have possessed and exercised if present. The
Board of Directors, by resolution, from time to time, may confer like
powers upon any other person or persons.


                                ARTICLE IV.

                           Capital Stock - Seal.

         Section 1. Certificates of Shares. The certificates for shares of
each class of the capital stock of the Corporation shall be in such form,
not inconsistent with the Certificate of Incorporation, as shall be
prepared or be approved by the Board of Directors. No certificate shall be
valid unless it is signed by the Chairman or a Vice Chairman of the Board
of Directors or the President or a vice president, and either the Treasurer
or an assistant treasurer, or the Secretary or an assistant secretary, but
where such certificate is signed by a registrar other than the Corporation
or its employee the signatures of any such officer and, where authorized by
resolution of the Board of Directors, any transfer agent may be facsimiles.
In case any officer or transfer agent of the Corporation who has signed, or
whose facsimile signature has been placed upon, any such certificate shall
have ceased to such be such officer or transfer agent of the Corporation
before such certificate is issued, such certificate may be issued by the
Corporation with the same effect as though the person or persons were such
officer or transfer agent of the Corporation at the date of issue.

         All certificates for each class of capital stock of the
Corporation shall be consecutively numbered. The name of the person owning
the shares represented thereby, with the class and number of such shares
and the date of issue, shall be entered on the Corporation's books.

         All certificates surrendered to the Corporation shall be
cancelled, and no new certificate shall be issued until the former
certificate for the same class and number of shares of the same class shall
have been surrendered and cancelled, except in accordance with procedures
established by the Board of Directors or where required by law.

         Section 2. Transfer of Shares. Shares in the capital stock of the
Corporation shall be transferred only on the books of the Corporation by
the holder thereof in person, or by his attorney, upon surrender and
cancellation of certificates for a like class and number of shares.

         Section 3. Regulations. The Board of Directors shall have power
and authority to make all such rules and regulations as respectively they
may deem expedient, concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.

         The Board of Directors may appoint one or more transfer agents or
assistant transfer agents and one or more registrars of transfers, and may
require all stock certificates to bear the signature of a transfer agent or
assistant transfer agent and a registrar of transfers. The Board of
Directors may at any time terminate the appointment of any transfer agent
or any assistant transfer agent or any registrar of transfers.

         Section 4. Fixing Date for determination of Stockholders' Rights.
The Board of Directors is authorized from time to time to fix in advance a
date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at,
any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange
of capital stock, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive
such allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.

         Section 5. Dividends. The Board of Directors may from time to time
declare such dividends as they shall deem advisable and proper, subject to
such restrictions as may be imposed by law and the Corporation's
Certificate of Incorporation.

         Section 6. Facsimile Signatures. In addition to the provisions for
the use of facsimile signatures elsewhere specifically authorized in these
By-Laws, facsimile signatures of any officer or officers of this
Corporation may be used whenever and as authorized by the Board of
Directors.

         Section 7. Corporate Seal. The Board of Directors shall provide a
suitable seal, containing the name of the Corporation, which seal shall be
in charge of the Secretary. If and when so directed by the Board of
Directors, duplicates of the seal may be kept and be used by the Treasurer
or by any assistant secretary or assistant treasurer.


                                 ARTICLE V.

                              Indemnification.

         Section 1. Right to Indemnification. The Corporation shall
indemnify and hold harmless to the fullest extent permitted by law any
person who was or is made or is threatened to be made a party or is
involved in any action, suit, or proceeding whether civil, criminal,
administrative or investigative ("proceeding") by reason of the fact that
he, or a person for whom he is the legal representative, is or was a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all expenses, liability, and loss reasonably
incurred or suffered by such person. The Corporation shall indemnify any
person seeking indemnity in connection with a proceeding initiated by such
person only if the proceeding was authorized by the Board of Directors of
the Corporation.

         Section 2. Prepayment of Expenses. The Corporation shall pay the
expenses reasonably incurred in defending any such proceeding in advance of
its final disposition provided however the payment of expenses incurred by
a director of officer in his capacity as a director or officer (except with
regard to service to an employee benefit plan or nonprofit entity) in
advance of the final disposition of the proceeding shall be made only upon
the agreement by the director or officer to repay all amounts advanced if
it should be determined that the director or officer is not entitled to be
indemnified under this Article or otherwise, and provided, further, that
the Corporation shall have no obligation to pay any expenses in advance
pursuant to this Section 2 to any person who is or was an employee or agent
of the Corporation (other than a director or an officer) or is or was
serving at the request of the Corporation as an employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise
or nonprofit entity, with respect to any proceeding by or in the right of
the Corporation to procure a judgment in its favor.

         Section 3. Claims. If a claim under this Article is not paid in
full within ninety days after a written claim has been received by the
Corporation, the claimant may file suit to recover the unpaid amount of
such claim and, if successful in whole or in part, shall be entitled to be
paid in addition to the expense of prosecuting such claim. In any such action
the Corporation shall have the burden of proving that the claimant was not
eligible for indemnification under applicable law.

         Section 4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.


                                ARTICLE VI.

                                Amendments.

         Section 1. The Board of Directors shall have the power to adopt,
amend and repeal the By-Laws at any regular or special meeting of the
Board, provided that notice of intention to adopt, amend or repeal the
By-laws in whole or in part shall have been included in the notice of
meeting; or, without any such notice, by a vote of two-thirds of the
directors then in office.

         Stockholders may adopt, amend and repeal the By-Laws at any
regular or special meeting of the stockholders by an affirmative vote of
holders of outstanding shares of the capital stock of the Corporation
having two-thirds of the votes entitled to be cast thereon, provided that
notice of intention to adopt, amend or repeal the By-Laws in whole or in
part shall have been included in the notice of the meeting.